Canopy Growth Corp

DEF 14A 1 d751090ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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the Securities Exchange Act of 1934

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Dear Shareholder:

On behalf of the Board of Directors (the “Board”) and management of Canopy Growth Corporation (“Canopy”, “we”, “our” or the “Company”), I am pleased to invite you to a Special Meeting of shareholders (the “Meeting”), which will be held on April 12, 2024, at 1:00 p.m., Toronto time. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast at www.virtualshareholdermeeting.com/WEED2024SM.

Overview of Exchangeable Shares

At the Meeting, shareholders will be asked to consider, and if deemed appropriate, pass a special resolution authorizing an amendment (the “Amendment Proposal”) to the Company’s Articles of Incorporation, as amended, in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy (the “Exchangeable Shares”); and (ii) restate the rights of the common shares in the capital of Canopy (the “Shares”) to provide for a conversion feature whereby each Share may at any time, at the option of the holder, be converted into one Exchangeable Share. The Exchangeable Shares will not be entitled to voting rights, dividends or other rights upon dissolution of Canopy.

On October 25, 2022, the Company announced the implementation of its internal reorganization (the “Reorganization”) pursuant to which the Company transferred its Structured U.S. Investments (as defined in the accompanying proxy statement) to a new Delaware-formed holding company, Canopy USA, LLC (“Canopy USA”). The formation of Canopy USA is the conclusion of a deliberate and highly-structured process that results in a wholly owned subsidiary of the Company owning non-voting and non-participating shares in the capital of Canopy USA (the “Non-Voting Shares”), which do not carry any voting rights, rights to receive dividends or other rights upon dissolution of Canopy USA. As a result, while the Company holds Non-Voting Shares, Canopy USA does not have the ability to dividend funds to Canopy. By implementing this transaction, the Company has allowed Canopy USA to expedite the process to satisfy various conditions precedents, including certain onerous state-by-state regulatory approvals, in connection with the acquisition by Canopy USA of United States (“U.S”) cannabis businesses that violate U.S. federal laws and accordingly cannot currently be acquired by the Company if we are to remain compliant with applicable U.S. federal laws. Canopy USA and its members expect to enter in the second amended and restated limited liability company agreement of Canopy USA (the “Amended and Restated** Limited Liability Company Agreement**”) immediately prior to the completion of the investment by the Trust (as defined below) in Canopy USA. Upon the effective date of the Amended and Restated Limited Liability Company Agreement, the terms of the Non-Voting Shares will be amended such that the Non-Voting Shares will only be convertible into voting Class B shares (the “Canopy USA Class B Shares”) of Canopy USA following the date that the NASDAQ Stock Market or The New York Stock Exchange permit the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) in the United States (the “Triggering Event Date”). In the event that Canopy USA consummates the acquisition of such U.S. cannabis businesses in accordance with the terms of the respective acquisition agreements, the Company will have a streamlined approach to instantaneously take control of the operations of Canopy USA by converting the Non-Voting Shares held by the Company intoCanopy USA Class B Shares following the Triggering Event Date. Accordingly, the Company has strategically repositioned itself to accelerate entry into the U.S. cannabis market following the Triggering Event Date and unleash the value of our full U.S. cannabis ecosystem through the creation of Canopy USA. In light of the foregoing, the fact that cannabis remains federally illegal in the U.S. and the lack of precedent or jurisprudence addressing any transaction of a similar nature, the Amendment Proposal provides all shareholders of Canopy with the opportunity to self-assess their level of comfort with the Company’s exposure to the U.S. cannabis market.

While the Company has, from the period commencing in 2018 until the implementation of the Reorganization in October 2022, held exchangeable shares in the capital of TerrAscend Corp. (“TerrAscend”) that contain similar rights and restrictions as the Non-Voting Shares, TerrAscend is a publicly traded company and the Company’s pro forma ownership of TerrAscend during such time period was below 20%. Other than certain similarities with TerrAscend and a small number of the Company’s competitors that have replicated similar structures, there are no other comparable transactions to the formation of Canopy USA. Based on the advice of our legal advisors, the transaction structure was intended to (i) permit us to remain able to represent that we comply with U.S. federal criminal law, particularly direct or indirect violations of the Controlled Substances Act (collectively, “Applicable Federal Law”); and (ii) ensure that (a) we do not, directly or indirectly, violate Applicable Federal Law; (b) we will not directly violate U.S. federal law as we do not cultivate, distribute, sell, or possess cannabis in the United States; (c) we do not violate indirect federal law (such as aiding and abetting, conspiracy, or Racketeer Influenced and Corrupt Organizations (RICO) Act) because we do not control or profit from companies that cultivate, distribute, sell, or possess cannabis in the United States; and (d) we do not violate anti-money laundering laws because no funds will flow from entities that cultivate, distribute, sell, or possess cannabis in the United States to us. Nevertheless, as a result of the novelty associated with this structure whereby, on a pro forma basis, a wholly owned subsidiary of the Company currently owns more than 99% of the shares of Canopy USA and can convert its Non-Voting Shares into the Canopy USA Class B Shares; provided that following the execution of the Amended and Restated Limited Liability Company Agreement such conversion shall only be permitted following the Triggering Event Date. In that regard, we determined that it would be prudent to provide our shareholders, particularly institutional shareholders, such as Constellation Brands, Inc. (“CBI”), the Company’s largest shareholder, with the ability to self-assess compliance with Applicable Federal Law and, accordingly, the option to convert their Shares into Exchangeable Shares in order to provide shareholders with a similar economic and voting barrier as Canopy has vis-à-vis Canopy USA in the event that certain shareholders believe that Canopy violates Applicable Federal Law and would prefer to hold non-voting and non-participating Exchangeable Shares. In particular, certain institutions have prescribed investment criteria that they are required to abide by or contractual covenants to third-parties contained in credit agreements or other material contracts with which they have to comply. Given the nuance and complexity associated with international laws and regulations related to cannabis, certain of these institutional investors are either prohibited or significantly restricted from investing in or owning shares of certain, or in some instances, all, cannabis companies. The novelty of our ownership of the Non-Voting Shares of Canopy USA further complicates the decision-making and diligence process for these institutions and accordingly, our desire to create the Exchangeable Shares is in order to allow such Shareholders to retain a non-voting and non-participating interest in the Company that further insulates such shareholders that may be uncertain of our compliance with Applicable Federal Law or at risk of violating certain investment criteria and/or contractual covenants from being forced to divest their Shares. CBI is one such shareholder. In fact, in order to obtain the consent of CBI for the creation of Canopy USA, the Company is required by CBI to hold a shareholder meeting for shareholders to consider and, if deemed advisable, pass, a special resolution approving the creation of the Exchangeable Shares pursuant to the terms of the consent agreement we entered with CBI on October 24, 2022.

Although, as noted above, we believe, based on the advice of our legal advisors, that we currently comply with all applicable laws and that we will remain in compliance in the event that Canopy USA consummates the acquisition of U.S. cannabis businesses, U.S. federal laws are complex and subject to interpretation and there is a risk that our interpretation may differ from others. In the event of an aggressive enforcement policy, the United States Department of Justice could allege that we and the Board, and potentially our shareholders, “aided and abetted” violations of U.S. federal law as a result of transactions involving us. In these circumstances, we may lose our entire investment and directors, officers and/or our shareholders may be required to defend any criminal charges against them at their own expense and, if convicted, be sent to federal prison.

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Following the implementation of the Reorganization and prior to completion of the Structural Amendments (as defined below), Canopy was expected to consolidate the financial statements of Canopy USA in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), including the financial statements of certain U.S. cannabis businesses that violate Applicable Federal Law once the acquisition of those businesses has been completed by Canopy USA. However, Canopy and Canopy USA have implemented certain changes to the initial structure of Canopy’s interests in Canopy USA to ensure that Canopy will not be required to consolidate the financial results of Canopy USA in accordance with U.S. GAAP. These structural changes include the following amendments, as further described in the accompanying proxy statement (collectively, the “Structural Amendments”): (i) providing that, upon the effectiveness of the Amended and Restated Limited Liability Company Agreement, Non-Voting Shares may only be converted into Canopy USA Class B Shares following the Triggering Event Date; (ii) a reduction in Canopy’s economic interest in Canopy USA on an as-converted basis to no greater than 90%; (iii) reducing the number of managers on Canopy USA’s board of managers from four to three, including, reducing Canopy’s nomination right to a single manager; (iv) modifying the terms of the initial protection agreement between Canopy, a wholly-owned subsidiary of Canopy and Canopy USA and Canopy’s USA’s initial limited liability company agreement in order to eliminate certain negative covenants that were previously granted by Canopy USA in favor of Canopy as well as delegating to the Class A Nominees (as defined below) the authority to approve Key Decisions (as defined in the accompanying proxy statement), which for greater certainty means that the Canopy Nominee (as defined below) will not be permitted to vote on any Key Decisions while the Company owns Non-Voting Shares; and (v) amending the terms of any agreements with third-party investors in Canopy USA to, among other things, eliminate any rights to guaranteed returns.

Rather than impose our interpretation of U.S. law on our shareholders and permit Canopy USA to exercise rights to acquire U.S. cannabis businesses immediately, we contractually prohibited Canopy USA from doing so pending approval by our shareholders of the Amendment Proposal and the conversion by CBI of its Shares into Exchangeable Shares.

The Canopy USA board of managers may consist of up to three managers. Huneeus 2017 Irrevocable Trust (the “Trust”), the trustee of which is an affiliate of a former shareholder of Jetty (as defined below), has the right to appoint one member (the “Trust Nominee”). Nancy Whiteman, the controlling shareholder of Wana (as defined below) also has the right to appoint one member (the “Whiteman Nominee”, together with the Trust Nominee, the “Class A Nominees”). The Company also has the right (regardless of the fact that its Non-Voting Shares are non-voting and non-participating) to appoint one member to the Canopy USA board of managers (the “Canopy Nominee”). As of the date hereof, the Canopy USA board of managers is comprised of two managers, David Klein (the Canopy Nominee) and Nancy Whiteman (the Whiteman Nominee) with one vacancy. It is expected that Mr. Robert Hambrecht, who is unaffiliated with the Company, will be the Trust Nominee and will become a manager of Canopy USA on the date of the first issuance of Canopy USA Common Shares to the Trust pursuant to the Trust SPA (as defined below). The managers of Canopy USA do not have any fiduciary or other duties to Canopy’s shareholders.

As a result of the limited rights associated with the Non-Voting Shares, Canopy, a wholly-owned subsidiary of Canopy and Canopy USA entered into a protection agreement on October 24, 2022, which was amended and restated on May 19, 2023 and January 25, 2024 (the “Amended and Restated Protection Agreement”) to provide for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Canopy USA Class B Shares, but does not provide Canopy with the ability to direct the business, operations or activities of Canopy USA. No action is permitted to be taken by Canopy USA if it would be contrary to the Amended and Restated Protection Agreement and all decisions, regardless of whether approval of the Canopy USA board of managers is required, must be made in accordance with the restrictions set forth in the Amended and Restated Protection Agreement. The Company does not have the ability to unilaterally make decisions with respect to the business, operations or activities of Canopy USA as the Company only has the right to appoint one of the three members of the board of managers and the Amended and Restated Protection Agreement only provides for negative covenants. In addition, as further discussed above

iii by virtue of Canopy USA’s governance provisions, the Company does not currently, and is not expected to, control or direct the business, operations or activities of Canopy USA at any time while the Company holds Non-Voting Shares, and Canopy will not have the ability or obligation to provide funds to Canopy USA.

Once the Non-Voting Shares have been converted into Canopy USA Class B Shares, any issued and outstanding Class A shares (the “Canopy USA Common Shares”) of Canopy USA will, subject to their terms in accordance with the Amended and Restated Limited Liability Company Agreement, automatically convert into Canopy USA Class B Shares; provided that the number of Canopy USA Class B Shares to be issued to former holders of Canopy USA Common Shares will be equal to no less than 10% of the total issued and outstanding Canopy USA Class B Shares following such issuance. Accordingly, in no circumstances will the Company, at the time of the conversions, own more than 90% of the Canopy USA Class B Shares. Furthermore, it is expected that upon such conversions, we will control Canopy USA and, as soon as contractually permitted, exercise Canopy USA’s rights to repurchase all of the Canopy USA Class B Shares held by third-parties, which for greater certainty were issued to such holders upon the conversion of such holder’s Canopy USA Common Shares in accordance with their terms, such that following federal permissibility of cannabis in the U.S. and the satisfaction of certain conditions contained in the agreements with third-party investors in Canopy USA, we have the ability to own up to 100% of Canopy USA.

In addition, it is anticipated that following federal permissibility of cannabis in the U.S., all holders of Exchangeable Shares will convert their Exchangeable Shares into Shares. At that time, the Company will consider a further amendment to its Articles of Incorporation, as amended, to remove the authorized Exchangeable Shares from its share capital.

Strategy to Fast Track Access into the U.S. Cannabis Market

Canopy USA holds the U.S. THC investments that were previously held by the Company, which is expected to enable Canopy USA to exercise rights to acquire Acreage Holdings, Inc. (“Acreage”), Lemurian, Inc. (“Jetty”), and Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (collectively, “Wana”).

A third-party currently holds a nominal economic interest in Canopy USA but all of the voting rights attached to the Canopy USA Common Shares. In connection with the Structural Amendments, on May 19, 2023, Canopy USA and the Trust entered into a share purchase agreement (the “Trust SPA”), which sets out the terms of the Trust’s investment in Canopy USA in the aggregate amount of up to US$20 million (the “Trust Transaction”). Agustin Huneeus Jr. is the trustee of the Trust and is an affiliate of a former shareholder of Jetty. Pursuant to the terms of the Trust SPA, the Trust will, subject to certain terms and conditions contained in the Trust SPA and as further described in the accompanying proxy statement, be issued Canopy USA Common Shares in two tranches with an aggregate value of up to US$10 million along with warrants of Canopy USA to acquire additional Canopy USA Common Shares. In addition, subject to the terms of the Trust SPA, the Trust has also been granted options to acquire additional Voting Shares (as defined in the Amended and Restated Limited Liability Agreement) with a value of up to an additional US$10 million and one such additional option includes the issuance of additional warrants of Canopy USA.

As noted above, a wholly-owned subsidiary of Canopy holds Non-Voting Shares that are exchangeable, into Canopy USA Class B Shares, provided that following the execution of the Amended and Restated Limited Liability Company Agreement, such exchange shall only be permitted following the Triggering Event Date. Upon the conversion of the Non-Voting Shares into Canopy USA Class B Shares, Canopy’s ownership interest will be no greater than 90% of the issued and outstanding Canopy USA Class B Shares. Until such time as the Non-Voting Shares are converted into Canopy USA Class B Shares, Canopy will have no economic or voting interest in Canopy USA, Wana, Jetty, TerrAscend or Acreage and such companies will continue to operate independently. As a result of the Company holding Non-Voting Shares and the implementation of the Structural Amendments, the Company is unable to control Canopy USA and there are no guarantees that Canopy USA’s

iv interests will align with the interests of the Company or the interests of its shareholders. As a result, Canopy USA’s board of managers could take actions that are contrary to the interests of the Company and its Shareholders, including preventing Canopy USA from entering into transactions that could be beneficial to the Company or its shareholders. Please see the disclosure under the heading “Risk Factors Relating to the Amendment Proposal” in the accompanying proxy statement.

As the growth of the U.S. cannabis market continues at the state level, this strategy enables Canopy to take control of its own destiny and capitalize on theonce-in-a-generation opportunity in the largest cannabis market in the world. These actions are expected to enable Canopy and Canopy USA to realize value in the near term prior to federal permissibility of cannabis in the United States while positioning Canopy for profitable growth and a fast start upon federal permissibility of cannabis in the United States.

Potential benefits of this strategy include:

In addition, on October 24, 2022, we entered into an arrangement agreement with Canopy USA and Acreage, as amended on March 17, 2023, May 31, 2023, August 31, 2023, October 31, 2023 and December 29, 2023 (the “Floating Share Arrangement Agreement”), pursuant to which, subject to the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Class D subordinate voting shares of Acreage (the “Floating Shares”) by way of a court-approved plan of arrangement (the “Floating Share Arrangement”)** **in exchange for 0.045 of a Share (after giving effect to the Company’s share consolidation effective December 15, 2023) for each Floating Share held. The acquisition of the Floating Shares by Canopy USA pursuant to the Floating Share Arrangement is expected to occur immediately prior to the acquisition of the Class E subordinate voting shares of Acreage (the “Fixed Shares”) pursuant to the terms of the arrangement

v agreement dated April 18, 2019, as amended on May 15, 2019, September 23, 2020 and November 17, 2020 (the “Amended Acreage Arrangement”). The Company announced on October 25. 2022 that the option to acquire the Fixed Shares was intended to be exercised following the Meeting (assuming the Amendment Proposal is approved) and the conversion by CBI of its Shares into Exchangeable Shares. Upon closing of the Floating Share Arrangement and the Amended Acreage Arrangement, all of the shares of Acreage will be held by Canopy USA. Canopy will not hold any Fixed Shares or Floating Shares of Acreage. The Floating Share Arrangement received the requisite approval from the holders of Acreage Floating Shares at the special meeting of Acreage shareholders held on March 15, 2023, and on March 20, 2023 Acreage obtained a final order from the Supreme Court of British Columbia approving the Floating Share Arrangement. The Floating Share Arrangement Agreement has been amended several times to extend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement), which was initially March 31, 2023. The most recent amendment to the Floating Share Arrangement Agreement extended the Exercise Outside Date to March 31, 2024. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions, including, among others, approval of the Amendment Proposal on or prior to the Exercise Outside Date. Please see the disclosure under the headings “—There can be no certainty that all conditions to the Floating Share Arrangement and the amended Acreage Arrangement Agreement will be satisfied or waived, including, in the case of the Floating Share Arrangement, obtaining approval of the Amendment Proposal by the Exercise Outside Date, which may result in the acquisition of Acreage not being completed,” and “—Acreage’s financial statements express doubt about its ability to continue as a going concern,” in each case, under the heading “Risk Factors Relating to the Amendment Proposal” in the accompanying proxy statement.

In the event the Amendment Proposal is not approved, Canopy USA will not be permitted to exercise the rights to acquire shares of Acreage, Wana or Jetty and the Floating Share Arrangement Agreement will be terminated. In such circumstances, Canopy will retain its option to acquire the Fixed Shares under the Amended Acreage Arrangement and Canopy USA will continue to hold an option to acquire Wana and Jetty as well as exchangeable shares, warrants and an option to acquire common shares in the capital of TerrAscend. In addition, the Amended and Restated Limited Liability Company Agreement will not be entered into and the Company is contractually required pursuant to an agreement with CBI, to convert the Non-Voting Shares into Canopy USA Class B Shares and cause Canopy USA to repurchase all of the Canopy USA Common Shares held by third parties in the event that CBI has not converted its Shares into Exchangeable Shares by 60 days after the Meeting.

In addition, Nasdaq Regulation has indicated its position that companies that consolidate “the assets and revenues generated from activities in violation under federal law cannot continue to list on Nasdaq.” Following the Structural Amendments, the Company will not consolidate the financial statements of Canopy USA. The Company has kept Nasdaq apprised of structural developments with respect to Canopy USA and based on communications with Nasdaq Regulation, the Company is not aware of any reason that would cause the Company to not be in compliance with Nasdaq listing rules following the expected deconsolidation of Canopy USA in connection with the implementation of the Share Capital Amendments (as defined in the accompanying proxy statement) and the Structural Amendments.

However, there can be no assurance that we will remain listed on Nasdaq or any other exchange on which our Shares are currently listed, which could have a material adverse effect on our business, financial condition and results of operations. In the event of a delisting from a stock exchange, there is no assurance that we will be able to satisfy the conditions required to list on an alternative stock exchange. Please see the disclosure under the heading “Risk Factors Relating to the Amendment Proposal” in the accompanying proxy statement.

Relationship with Constellation Brands, Inc.

CBI, the Company’s largest shareholder,** **has indicated its current intention to convert its Shares into Exchangeable Shares, conditional upon the approval of the Amendment Proposal. In addition, we agreed with CBI that, following the conversion by CBI of its Shares into Exchangeable Shares, other than the consent agreement in

vi connection with the formation of Canopy USA and the termination rights contained therein and the promissory note issued to a subsidiary of CBI in the aggregate principal amount of C$100 million payable on December 31, 2024, all agreements between the Company and CBI will terminate including the investor rights agreement. We also anticipate that the CBI nominees that are currently sitting on the Board, being Judy Schmeling, Garth Hankinson and James Sabia, will resign as directors of the Company following the termination of the investor rights agreement.

Formal Meeting Business / Voting Instructions

The attached Notice of Special Meeting and Proxy Statement describes the formal business to be conducted at the Meeting. Registered shareholders and duly appointed proxy holders will have an equal opportunity to participate in the Meeting online regardless of their geographic location.

After consultation with financial and legal advisors, the Board unanimously recommends that shareholders vote their SharesFOR the resolution approving the Amendment Proposal. The accompanying proxy statement contains important information regarding, among other things, the reasons for the Board’s recommendation. Please give this material your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors. If you have any questions or need assistance in voting your Shares, you should contact Canopy’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (+1 416-304-0211 for collect calls outside North America) or by email at assistance@laurelhill.com.

As a shareholder, you play an essential role in powering the future of our Company and of this transformative industry and accordingly, your vote is important. Whether you plan to attend the Meeting or not, please vote either electronically using the internet or telephone voting procedures described on the Notice of Internet Availability, proxy form or voting instruction form, or complete, sign, date, and return the enclosed proxy form or voting instruction form in the envelope provided at your earliest convenience.

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Thank you for your continued commitment to Canopy. We are excited about this strategic opportunity to solidify our position in the world’s largest and fastest growing cannabis market.

Sincerely,

David Klein Chief Executive Officer

viii

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FRIDAY, APRIL 12, 2024

NOTICE HEREBY IS GIVEN that a Special Meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Shares”) of Canopy Growth Corporation (“Canopy” or the “Company”) will be held on Friday, April 12, 2024, at 1:00 p.m., Toronto time, via live audio webcast online at www.virtualshareholdermeeting.com/WEED2024SM. The Meeting will be held for the following purpose:

The Board of Directors for the Company (the “Board”) is not aware of any other business to be presented to a vote of the Shareholders at the Meeting. After consultation with financial and legal advisors, the Board unanimously recommends that Shareholders vote their SharesFOR the resolution to be put forward at the Meeting. The accompanying proxy statement contains important information regarding, among other things, the reasons for the Board’s recommendation. Please give this material your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors.

This Meeting will be held in a virtual only format, which will be conducted via live audio webcast. Registered Shareholders and duly appointed proxyholders, includingnon-registered Shareholders who have duly appointed themselves as proxyholder, will have an equal opportunity to participate in the Meeting online regardless of their geographic location. At the Meeting, Shareholders will have the opportunity to ask questions and vote on all matters put before the Meeting. We believe hosting the Meeting virtually will enable increased Shareholder attendance and will encourage more active Shareholder engagement and participation at the Meeting. We encourage Shareholders to participate in the Meeting. You will find important information and detailed instructions about how to participate in our virtual Meeting in the attached proxy statement.

The Board has fixed the close of business on February 12, 2024 as the record date for determining the Shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

The Board has fixed 1:00 p.m. Toronto time on April 10, 2024 (or 48 hours, excludingnon-business days, before any adjourned or postponed Meeting) as the time by which proxies have to be deposited with the Company or its agent to be acted upon at the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, at the Chair’s discretion, with or without notice.

Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to listen to the Meeting and ask questions but will not be able to vote. Guests may also attend but will not be able to ask questions or vote at the Meeting. A registered Shareholder who wishes to appoint a person other than the management nominees identified on the proxy form must carefully follow the instructions in the attached proxy statement and on their proxy form.

Most Shareholders have a choice of voting over the internet, by telephone or by using a traditional form of proxy. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Your vote by proxy will ensure your representation at the Meeting, regardless of whether you attend the Meeting or not.

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Whether or not you expect to attend the virtual Meeting, please submit your proxy or voting instruction form with your voting instructions.

By order of the Board of Directors,

David Klein Chief Executive Officer

Toronto, Ontario

February 12, 2024

These materials are important and require your immediate attention.

If you have questions or require assistance with voting your Shares,

you may contact the Company’s proxy solicitation agent:

Laurel Hill Advisory Group

**North American Toll-Free Number:1-877-452-7184 **

**Outside North America:1-416-304-0211 **

Email: assistance@laurelhill.com

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